8-K
Pvh Corp. /De/ (PVH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 4, 2025
PVH CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-07572 | 13-1166910 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | 285 Madison Avenue, | New York, | New York | 10017 | |||||
| --- | --- | --- | --- | --- | |||||||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (212)-381-3500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.00 par value | PVH | New York Stock Exchange |
| 4.125% Senior Notes due 2029 | PVH29 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01. Other Events.
As reported by PVH Corp. (the “Company” or “PVH”) in its Annual Report on Form 10-K for the fiscal year ended February 2, 2025, effective February 3, 2025, the first day of the Company’s fiscal year 2025, the Company changed its reportable segments to be region-focused to align with changes in its business and organizational structure. These changes included the reorganization of the executive leadership structure directly reporting to the Company’s Chief Executive Officer, who is its chief operating decision maker (“CODM”). The Company’s new organizational structure provides for the pairing of the Company’s global brands with commercial execution in geographic regions, underpinned by a demand- and data-driven operating model, making steady progress against the PVH+ Plan, the Company’s multi-year, strategic plan to build Calvin Klein and TOMMY HILFIGER into the most desirable lifestyle brands in the world and make PVH the leading brand building group in its sector. The Company’s new reportable segments are: (i) Europe, the Middle East and Africa (“EMEA”), (ii) Americas, (iii) Asia-Pacific (“APAC”), and (iv) Licensing. The new reportable segments reflect the way the Company is currently being managed and for which separate financial information is available and evaluated regularly by the CODM in deciding how to allocate resources and assess performance.
Additional information regarding the Company’s new reportable segments is as follows:
The EMEA, Americas, and APAC segments derive revenue principally from the sale of TOMMY HILFIGER and Calvin Klein branded apparel, accessories and related products. These segments encompass the marketing of these products at wholesale primarily to department and specialty stores, and digital commerce sites operated by department store customers and pure play digital commerce retailers, as well as through distributors and franchisees (primarily for EMEA and APAC), and, for Americas, also to warehouse clubs and off-price retailers. Within these segments the Company also operates retail stores (which, for Americas, are primarily located in premium outlet centers), concession locations (for EMEA and APAC), and digital commerce sites, which sell these products. These segments also include the Company’s proportionate share of the net income or loss of its investments in its unconsolidated affiliates that operate in such regions.
The Company derives revenue in the Licensing segment principally from licensing and similar arrangements relating to the use by third parties of the TOMMY HILFIGER and Calvin Klein brand names for a broad range of product categories, as well as for certain territories. Prior to the change in reportable segments, these licensing results were included in the Calvin Klein North America, Calvin Klein International, Tommy Hilfiger North America, and Tommy Hilfiger International segments.
In addition to these reportable segments, the Company has certain corporate and other costs that are not specific to any particular segment and, therefore, are not allocated to the reportable segments. Corporate and other costs primarily consist of (i) global brand costs, which include centrally managed marketing, design, and merchandising costs; and (ii) corporate expenses, which include centrally managed information technology costs, including network, infrastructure and global systems; expenses for senior corporate management; and expenses for corporate support functions including finance, human resources, legal and information security; and intangible asset amortization.
Prior to the change in reportable segments, (i) the global brand costs for TOMMY HILFIGER were primarily included in the Tommy Hilfiger International segment; (ii) the global brand costs for Calvin Klein were included in the Calvin Klein North America and Calvin Klein International segments; and (iii) a significant portion of the corporate expenses were allocated among the prior reportable segments.
Following the change in reportable segments, direct costs are reflected in each of the reportable segments’ results, and centrally-managed global support costs, including global brand costs, are reflected in “corporate and other.”
In addition, the Company’s reportable segments will no longer include restructuring costs and other one-time items. These items will be included separately in “Restructuring and other (gain) costs.” The Company will continue to provide in its future filings quarterly supplemental disclosure of global brand revenue.
The Company’s historical segment reporting has been and will continue to be recast in its periodic filings for fiscal years 2025 and beyond to reflect the new organizational structure. The Company is providing to investors in Exhibit 99.1 revised quarterly and full year segment data that reflects the changes to its reportable segments described above for the previously reported fiscal years ended February 2, 2025 and February 4, 2024, as the Company believes that presentation of its historical segment data by new reportable segment provides useful supplemental information for investors to better understand the impact of the segment change.
The changes in our segments discussed above affect only the manner in which the results for the Company’s segments were previously reported. These changes have no impact to any previously reported consolidated results. The information in this Current Report on Form 8-K should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2025.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Supplementalunaudited historical segmentdatareflectingnew reportable segments |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PVH CORP.
By: /s/ Zachary Coughlin
Zachary Coughlin
Executive Vice President and Chief Financial Officer
Date: June 4, 2025
Document
Exhibit 99.1
Supplemental unaudited historical segment data reflecting new reportable segments
| PVH CORP. | ||||||||
|---|---|---|---|---|---|---|---|---|
| Segment Data | ||||||||
| (In millions) | ||||||||
| (Unaudited) | ||||||||
| REVENUE BY SEGMENT | ||||||||
| 2024 | ||||||||
| Quarter Ended | ||||||||
| 5/5/24 | 8/4/24 | 11/3/24 | 2/2/25 | |||||
| EMEA | $ | 882.9 | $ | 1,014.2 | $ | 1,072.7 | $ | 1,093.7 |
| Americas | 569.2 | 617.5 | 666.3 | 733.2 | ||||
| APAC | 402.5 | 339.8 | 397.7 | 435.5 | ||||
| Licensing | 97.3 | 102.8 | 118.4 | 109.2 | ||||
| Total revenue | $ | 1,951.9 | $ | 2,074.3 | $ | 2,255.1 | $ | 2,371.6 |
| 2023 | ||||||||
| Quarter Ended | ||||||||
| 4/30/23 | 7/30/23 | 10/29/23 | 2/4/24 | |||||
| EMEA | $ | 1,005.7 | $ | 1,049.4 | $ | 1,084.2 | $ | 1,177.4 |
| Americas | 641.6 | 698.1 | 768.7 | 747.3 | ||||
| APAC | 409.0 | 363.9 | 377.9 | 451.6 | ||||
| Licensing | 101.6 | 95.6 | 132.1 | 113.6 | ||||
| Total revenue | $ | 2,157.9 | $ | 2,207.0 | $ | 2,362.9 | $ | 2,489.9 |
| PVH CORP. | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Segment Data (continued) | ||||||||
| (In millions) | ||||||||
| (Unaudited) | ||||||||
| INCOME BEFORE INTEREST AND TAXES | ||||||||
| 2024 | ||||||||
| Quarter Ended | ||||||||
| 5/5/24 | 8/4/24 | 11/3/24 | 2/2/25 | |||||
| EMEA | $ | 149.5 | $ | 181.0 | $ | 199.9 | $ | 197.3 |
| Americas | 66.8 | 80.0 | 88.2 | 85.4 | ||||
| APAC | 101.9 | 61.4 | 71.8 | 82.1 | ||||
| Licensing | 79.5 | 86.0 | 95.1 | 91.8 | ||||
| Corporate and other (1) | (202.6) | (219.2) | (218.5) | (212.2) | ||||
| Restructuring and other gain (costs) (2) | 10.0 | (15.3) | (53.4) | (34.2) | ||||
| Total income before interest and taxes | $ | 205.1 | $ | 173.9 | $ | 183.1 | $ | 210.2 |
| 2023 | ||||||||
| Quarter Ended | ||||||||
| 4/30/23 | 7/30/23 | 10/29/23 | 2/4/24 | |||||
| EMEA | $ | 193.1 | $ | 169.2 | $ | 194.2 | $ | 280.9 |
| Americas | 25.1 | 63.3 | 87.0 | 77.7 | ||||
| APAC | 100.8 | 72.0 | 64.3 | 91.4 | ||||
| Licensing | 82.3 | 77.8 | 108.7 | 94.4 | ||||
| Corporate and other (1) | (202.5) | (200.0) | (205.6) | (243.0) | ||||
| Restructuring and other gain (costs) (3) | — | (39.0) | (18.8) | 55.5 | ||||
| Total income before interest and taxes | $ | 198.8 | $ | 143.3 | $ | 229.8 | $ | 356.9 |
(1) Corporate and other includes costs that are not specific to any particular segment, primarily consisting of (i) global brand costs, which include centrally managed marketing, design, and merchandising costs; and (ii) corporate expenses, which include centrally managed information technology costs, including network, infrastructure and global systems; expenses for senior corporate management; and expenses for corporate support functions including finance, human resources, legal and information security; and intangible asset amortization.
(2) Restructuring and other costs for 2024 include (i) the recognized actuarial loss on retirement plans; (ii) the net restructuring costs incurred related to the Company’s multi-year initiative to simplify its operating model by centralizing processes and improving systems and automation to drive more efficient, cost-effective ways of working across the organization (the “Growth Driver 5 Actions”), consisting principally of severance and a gain on the sale of a warehouse and distribution center; (iii) the costs incurred in connection with an amendment to Mr. Tommy Hilfiger’s employment agreement pursuant to which the Company made a cash buyout of a portion of future payments to Mr. Hilfiger (the “Mr. Hilfiger amendment"); and (iv) the gain recorded in connection with the sale of the Company’s Heritage Brands women’s intimates business (the "Heritage Brands intimates transaction").
(3) Restructuring and other costs for 2023 include (i) the recognized actuarial gain on retirement plans; (ii) the gain recorded in connection with the Heritage Brands intimates transaction; (iii) the costs incurred in connection with the Heritage Brands intimates transaction, consisting of severance and other termination benefits; and (iv) the restructuring costs incurred related to actions taken under the plans announced in August 2022 to reduce people costs in the Company’s global offices by approximately 10% by the end of 2023 (the "2022 cost savings initiative"), consisting principally of severance.
| PVH CORP. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Segment Data (continued) | ||||||||||
| (In millions) | ||||||||||
| (Unaudited) | ||||||||||
| SEGMENT DATA | ||||||||||
| The Company's revenue, significant expenses, and income (loss) before interest and taxes by segment, which include the impact of changes in foreign currency exchanges rates, were as follows: | ||||||||||
| EMEA | Americas | APAC | Licensing | Total | ||||||
| Year ended 2/2/2025 | ||||||||||
| Revenue | $ | 4,063.5 | $ | 2,586.2 | $ | 1,575.5 | $ | 427.7 | $ | 8,652.9 |
| Cost of goods sold (1) | 1,716.8 | 1,328.6 | 465.0 | — | 3,510.4 | |||||
| Marketing expenses (1)(2) | 127.8 | 107.1 | 71.5 | — | 306.4 | |||||
| Other segment items (3) | 1,491.2 | 830.1 | 721.8 | 75.3 | 3,118.4 | |||||
| Segment income before interest and taxes | $ | 727.7 | $ | 320.4 | $ | 317.2 | $ | 352.4 | $ | 1,717.7 |
| Corporate and other (4) | (852.5) | |||||||||
| Restructuring and other costs (5) | (92.9) | |||||||||
| Income before interest and taxes | $ | 772.3 | ||||||||
| EMEA | Americas | APAC | Licensing | Total | ||||||
| Year ended 2/4/2024 | ||||||||||
| Revenue | $ | 4,316.7 | $ | 2,855.7 | $ | 1,602.4 | $ | 442.9 | $ | 9,217.7 |
| Cost of goods sold (1) | 1,830.9 | 1,554.8 | 468.8 | — | 3,854.5 | |||||
| Marketing expenses (1)(2) | 149.3 | 119.3 | 89.4 | — | 358.0 | |||||
| Other segment items (3) | 1,499.1 | 928.5 | 715.7 | 79.7 | 3,223.0 | |||||
| Segment income before interest and taxes | $ | 837.4 | $ | 253.1 | $ | 328.5 | $ | 363.2 | $ | 1,782.2 |
| Corporate and other (4) | (851.1) | |||||||||
| Restructuring and other costs (6) | (2.3) | |||||||||
| Income before interest and taxes | $ | 928.8 |
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2) In addition to the marketing expenses incurred by the Company’s reportable segments, there was $173.6 million and $175.9 million of global brand marketing expense, including marketing expenses benefiting the Company’s licensees, recorded in Corporate and other in 2024 and 2023, respectively. Total marketing expenses incurred by the Company in 2024 and 2023 were $480.0 million and $533.9 million, respectively.
(3) Other segment items includes (i) all other segment selling, general and administrative expenses other than marketing expense, including direct and indirect costs to operate the segment’s retail store, digital commerce, licensing and wholesale businesses, warehousing and distribution costs, depreciation and amortization, and other costs, and (ii) equity in net income of unconsolidated affiliates.
(4) Corporate and other includes costs that are not specific to any particular segment, primarily consisting of (i) global brand costs, which include centrally managed marketing, design, and merchandising costs; and (ii) corporate expenses, which include centrally managed information technology costs, including network, infrastructure and global systems; expenses for senior corporate management; and expenses for corporate support functions including finance, human resources, legal and information security; and intangible asset amortization.
(5) Restructuring and other costs for 2024 include (i) the recognized actuarial loss on retirement plans; (ii) the net restructuring costs incurred related to the Growth Driver 5 Actions, consisting principally of severance and a gain on the sale of a warehouse and distribution center; (iii) the costs incurred in connection with the Mr. Hilfiger amendment; and (iv) the gain recorded in connection with the Heritage Brands intimates transaction.
(6) Restructuring and other costs for 2023 include (i) the recognized actuarial gain on retirement plans; (ii) the gain recorded in connection with the Heritage Brands intimates transaction; (iii) the costs incurred in connection with the Heritage Brands intimates transaction, consisting of severance and other termination benefits; and (iv) the restructuring costs incurred related to the 2022 cost savings initiative, consisting principally of severance.
PVH CORP.
Reconciliations of Constant Currency Revenue
(In millions)
(Unaudited)
As a supplement to the Company’s reported operating results, the Company presents constant currency revenue information, which is a non-GAAP financial measure. The Company presents results in this manner because it is a global company that transacts business in multiple currencies and reports financial information in U.S. dollars. Foreign currency exchange rate fluctuations affect the amounts reported by the Company in U.S. dollars with respect to its foreign revenues. Exchange rate fluctuations can have a significant impact on reported revenues. The Company believes presenting constant currency revenue information provides useful information to investors, as it provides information to assess how its businesses performed excluding the effects of changes in foreign currency exchange rates and assists investors in evaluating the effectiveness of the Company’s operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance.
The Company calculates constant currency revenue information by translating its foreign revenues for the relevant period into U.S. dollars at the average exchange rates in effect during the comparable prior year period (rather than at the actual exchange rates in effect during the relevant period).
Constant currency performance should be viewed in addition to, and not in lieu of or as superior to, the Company’s operating performance calculated in accordance with GAAP. The constant currency revenue information presented may not be comparable to similarly described measures reported by other companies.
| Reconciliations of Constant Currency Revenue | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| GAAP Revenue | % Change | |||||||||
| Quarter Ended | GAAP | Positive (Negative) Impact of Foreign Exchange | Constant Currency | |||||||
| 5/5/24 | 4/30/23 | |||||||||
| EMEA | $ | 882.9 | $ | 1,005.7 | (12.2) | % | 0.1 | % | (12.3) | % |
| APAC | 402.5 | 409.0 | (1.6) | % | (4.9) | % | 3.3 | % | ||
| GAAP Revenue | % Change | |||||||||
| Quarter Ended | GAAP | Negative Impact of Foreign Exchange | Constant Currency | |||||||
| 8/4/24 | 7/30/23 | |||||||||
| EMEA | $ | 1,014.2 | $ | 1,049.4 | (3.4) | % | (1.0) | % | (2.4) | % |
| APAC | 339.8 | 363.9 | (6.6) | % | (3.1) | % | (3.5) | % | ||
| GAAP Revenue | % Change | |||||||||
| Quarter Ended | GAAP | Positive Impact of Foreign Exchange | Constant Currency | |||||||
| 11/3/24 | 10/29/23 | |||||||||
| EMEA | $ | 1,072.7 | $ | 1,084.2 | (1.1) | % | 2.4 | % | (3.5) | % |
| APAC | 397.7 | 377.9 | 5.2 | % | 2.2 | % | 3.0 | % | ||
| GAAP Revenue | % Change | |||||||||
| Quarter Ended | GAAP | Negative Impact of Foreign Exchange | Constant Currency | |||||||
| 2/2/25 | 2/4/24 | |||||||||
| EMEA | $ | 1,093.7 | $ | 1,177.4 | (7.1) | % | (3.4) | % | (3.7) | % |
| APAC | 435.5 | 451.6 | (3.6) | % | (2.8) | % | (0.8) | % | ||
| GAAP Revenue | % Change | |||||||||
| Year Ended | GAAP | Negative Impact of Foreign Exchange | Constant Currency | |||||||
| 2/2/25 | 2/4/24 | |||||||||
| EMEA | $ | 4,063.5 | $ | 4,316.8 | (5.9) | % | (0.6) | % | (5.3) | % |
| APAC | 1,575.5 | 1,602.4 | (1.7) | % | (2.2) | % | 0.5 | % |
5